Bylaws

ARTICLE 1 – NAME AND OBJECT

1.1 The name of this organization shall be The West Elgin Chamber of Commerce

1.2 The objective of The West Elgin Chamber of Commerce shall be to promote and improve trade and commerce, and the economic, civic and social welfare of the district served by this organization.

1.3 The usual place of meeting shall be in the community of West Elgin

1.4 The West Elgin Chamber of Commerce shall be non-sectional and non-sectarian, and shall not lend its support to a candidate for public office on a party political basis.

ARTICLE 2 – INTERPRETATION

2.1 Wherever the words “the Chamber” occur in this by-law, they shall be understood to mean “The West Elgin Chamber of Commerce” as a body.

2.2 Wherever the words “The Board of Directors” or “Board” occur in this by-law, they shall be understood to mean “The Board of Directors of The West Elgin Chamber of Commerce”.

ARTICLE 3 – MEMBERSHIP

3.1 Any reputable person, directly or indirectly, engaged or interested in trade, commerce, or the economic and social welfare of the District, shall be eligible for membership in the Chamber.

3.2 Associations, corporations, societies, partnerships, or estates directly or indirectly engaged in or interested in trade, commerce, or the economic well being of the District may become members of the Chamber.

3.3 At any general meeting of the Chamber, any member in good standing may propose any eligible person or organization as a candidate for becoming a member of the Chamber, providing such candidate shall undertake, if admitted, to be governed by the By-Law of the Chamber.

If such proposal is carried by a majority of two-thirds of the members of the Chamber then present, such person or organization shall thenceforth be a member of the Chamber, and shall have all the rights and be subject to all the obligations of the other members.

Membership shall continue from the time of admittance until a member has resigned in accordance with the provision of this By-Law, or has been removed from the roll of members by action of the Board of Directors.

3.4 Any member of the Chamber who intends to retire therefrom or to resign their membership may do so, at any time, upon giving to the Secretary ten days written notice of such intention, and upon discharging any lawful liability which is standing upon the books of the Chamber against the member at the time of such notice.

3.5 The Board of Directors may remove from the roll of members the name of any new member failing to pay annual dues within thirty days of admission, or of any existing member who fails to pay such dues within three months of the date they fall due. Upon such action by the Board of Directors, all privileges of membership shall be forfeited.

3.6 Persons who have distinguished themselves by some meritorious or public service may be elected Honourary Members by a majority vote of the Chamber. Such recognition shall be for term of one year and may be repeated. Honourary membership shall include all the privileges of active membership, except that of holding office and such Honourary members shall be exempt from the payment of annual dues.

3.7 The Mayor of the Municipality of West Elgin shall be an ex-officio member of the Chamber, with status equivalent to that of Honourary member.

3.8 Any member may be expelled by a two-thirds vote of the Board of Directors, which decision must be ratified by a majority vote at the next meeting of the membership following the decision to expel the member.

ARTICLE 4 – DUES AND ASSESSMENTS

4.1 The annual dues payable by members of the Chamber shall be determined annually by the Board of Directors.

4.2 Other assessments may be levied against all members providing they are recommended by the Board of Directors, and approved by a majority vote of the members present at a general meeting of the Chamber. The notice calling such general meeting shall state the nature, purpose and amount of the proposed assessment.

ARTICLE 5 – OFFICERS AND BOARD OF DIRECTORS

5.1 A President, Vice-President, Secretary, Treasurer and three other members shall be elected by ballot from among the members each year at the Annual General Meeting, and shall form the Board of Directors. They shall remain in office for one year or until their successors shall be appointed, but no such officer or member of the Board of Directors, with the exception of the Secretary and Treasurer, shall hold the same office for more than two years in succession. The retiring President shall be an ex-officio member of the Board of Directors.

5.2 Where a member of the Board of Directors dies, resigns, or is absent from three consecutive meetings of the Board, the Board of Directors may, at any meeting thereof, elect a member to be a member of the Board in place of the member who had died, resigned or is absent.

5.3 Any Officer or Board Member may be suspended from office or have their tenure of office terminated if, in the opinion of the Board of Directors, such person is grossly negligent in the performance of their duties providing however that any Officer or Board member so suspended or whose tenure of office has been terminated, shall be at liberty to appeal the decision of the Board directly to the membership at the next general meeting. A majority vote of the members then present shall be required to affirm or reverse the decision of the Board of Directors.

5.4 The Board of Directors shall have general power of administration. It may make or authorize petitions or representations to the Government or Parliament of Canada, the Government or Parliament of Ontario, or others as it may determine, or as may be required by a vote of the majority of members present at any general meeting.

5.5 The Board of Directors shall, in addition to the powers hereby expressly conferred on it, have such powers as are assigned to it by any By-Law of the Chamber.

5.6 Any five (5) or more members of the Board, lawfully met, shall form a quorum and a majority of such quorum may do all things within the powers of the Board.

5.7 The Board shall frame such By-Laws or rules and regulations as appear to it to be best adapted to promote the welfare of the Chamber, and shall submit them for adoption at a general meeting of the Chamber called specifically for that purpose.

5.8 The Board, or at its request, the President, may appoint Committees or designate members of the Board or of the Chamber or others, to examine, consider and report upon any matter or take such action as the Board of Directors may request.

5.9 The Board may suspend any Chairperson from office or terminate their office for just cause. Any Committee may be terminated by the Board. Any Chairperson or Committee so suspended or terminated under section 5.9 of these By-Laws shall have the right of appeal to the next meeting of the Chamber where the decision of the Board may only be reversed by a majority vote of members present. There shall be no further right of appeal.

5.10 No paid employee of the Chamber shall be a member of the Board, or Executive Committee. Officers of the Chamber shall receive no remuneration for services rendered, but the Board may grant any of these said Officers reasonable expense monies.

5.11 The President and Vice-President, before taking office, shall take and subscribe before the Mayor or any Justice of the Peace an oath in the following form:

“I swear that I will faithfully and truly perform my duty as _________________ of the Chamber of Commerce, and that I will, in all matters connected with the discharge of such duty do all things, and such things only, as I truly and conscientiously believe to be adapted to promote the objects for which the Chamber was constituted according to the true intent and meaning of the same”

5.12 Any meeting of the Board shall be open to all members of the Chamber, who may attend but may not take part in any of the proceedings.

5.13 No public pronouncement in the name of the Chamber may be made unless authorized by the Board, or by some person to whom the Board has delegated this authority.

5.14.1 The President shall preside at all meetings of the Chamber and Board of Directors. The president shall regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting what the President thinks may concern the Chamber.

5.14.2 The President shall, with the Secretary, sign all papers and documents requiring signature on behalf of the Chamber unless someone else is designated by the Board of Directors. It shall be the duty of the President to present a general report of the activities of the year at the Annual Meeting.

5.14.3 The Vice-President shall act in the absence of the President, and in the absence of both of these Officers, the meeting shall appoint a Chairperson to act temporarily.

5.14.4 The Treasurer shall have charge of all funds of the Chamber and shall deposit, or cause to be deposited, the same in a recognized financial institution selected by the Board. Out of such funds the Treasurer shall pay amounts approved by the Board, shall keep a regular account of the income and expenditure of the Chamber, and submit an audited statement thereof for presentation to the Annual General Meeting and at any other time required by the Board. The Treasurer shall make such investment of the funds of the Chamber as the Board may direct. The Treasurer shall, with the President, or in his absence the Vice-President, sign all notes, drafts and cheques.

5.14.5 The Secretary shall be appointed the Executive Officer of the Chamber, and shall be responsible to the Board for the general control and management of business and affairs. The Secretary shall be responsible for keeping the records of the Chamber, conducting its correspondence, retaining copies of all official letters, preserving all official documents, and shall perform all such other duties as properly appertain to the Office. The Secretary shall, with the President, sign and when necessary, seal with the seal of the Chamber of which they shall have custody, all papers and documents requiring signature or execution on the Chambers behalf. The Secretary shall maintain an accurate record of the proceedings of the Chamber and of the Board. At the end of the term of Office, the Secretary shall deliver to the Chamber all books, papers and other property of the Chamber.

ARTICLE 6 – MEETING

6.1 The Annual Meeting of the Chamber shall be held in the month of October in each year at such time and place as determined by the Board of Directors. At least two weeks written notice of the Annual Meeting shall be given.

6.2 Regular general meetings of the Chamber shall be held monthly at such time and place designated by the Board. Unless such general meetings take place on a monthly basis, at least one week’s notice of meeting shall be given.

6.3 Special general meetings of the Chamber may be held at any time when summoned by the President or requested in writing by any three members of the Board, or any ten members of the Chamber. At least three days notice of such meeting shall be given.

6.4 The Board of Directors shall meet from time to time as may be necessary to carry out the business of the Chamber.

6.5 Notice of all meetings naming the time and place of assembly shall be given by the Secretary. A notice inserted in one or more of the newspapers published within the municipality, or a circular letter, or email authored by the Secretary and mailed to the last known address (physical or electronic) of each member shall constitute sufficient notice.

6.6 At any Annual or General Meeting 20% of the membership shall be a quorum and, unless otherwise specifically provided, a majority of members present shall be competent to conduct the business of the Chamber.

6.7 Minutes of the proceedings of all General, Special and Board meetings shall be entered in books kept for that purpose by the Secretary.

6.8 The entry of such minutes shall be signed by the person who presides at the meeting at which they are adopted.

6.8 All books of the Chamber shall be open at all reasonable hours to any member of the Chamber free of charge.

ARTICLE 7 – VOTING RIGHTS

7.1 Every member in good standing represented at any general meeting shall be entitled to one vote providing the vote of an association, corporation society, partnership or an estate member shall, in each such case be assigned to individuals.

7.2 Voting at Board or general meetings shall normally be by show of hands, or if requested by the Chairperson, by standing vote. A role call vote shall be taken if requested by five (5) members providing such request receives the approval of a majority of members assembled.

7.3 The presiding officer shall vote only in the case of a tie.

7.4 Motions or amendments shall be carried at any Board or general meeting by a majority vote unless otherwise provided in the By-Laws.

ARTICLE 8 – BY-LAWS

8.1 By-Laws may be made, repealed, or amended by a majority vote of the members present at any general meeting, notice of such proposal having been given in writing by one member and seconded by another member at a previous general meeting and duly entered as a minute of the Chamber.

8.2 Such By-Laws shall be binding upon all members of the Chamber, its Officers and all other such persons lawfully under its control.

ARTICLE 9 – AFFILIATION

9.1 The Chamber, at the discretion of the Board of Directors, shall have power to affiliate with the Ontario Chamber of Commerce, The Canadian Chamber of Commerce, and any other organization in which membership may be in the interest of the Chamber.

ARTICLE 10 – FISCAL YEAR

10.1 The fiscal year of the Chamber shall commence on the first day of September in each year

ARTICLE 11 – AUDITORS

11.1 A minimum of three auditors shall be appointed from among the membership at the Annual Meeting, provided that members of the Executive shall not be eligible for appointment, and the auditors shall audit the books and accounts of the Chamber at least once in each fiscal year.

An audited financial statement shall be presented by the Treasurer at each Annual Meeting, and at any other time required by the Board.

ARTICLE 12 – PROCEDURE

12.1 Parliamentary procedure shall be followed at all general and Board meetings in accordance with “Roberts Rules of Order”

Adopted this _______________ day of ______________________, 2003

Chairperson:_________________________________________

Secretary:___________________________________________